Jeff Green
Trade DeskAbout Jeff Green
Founder, Chairman and CEO of The Trade Desk (TTD) since November 2009; age 48 as of April 9, 2025 . Under Green’s leadership, TTD revenue grew at an annualized 31% from 2020–2024 and net income at 13% over the same period; customer retention remained >95% and TTD joined the Nasdaq-100 in July 2023 . Over 2020–2024, a $100 investment in TTD reached $452.39 vs $243.00 for the peer group; TTD paid no dividends (TSR reflects price appreciation) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Trade Desk | Co-founder; President & CEO; Director | 2009–present | Built leading independent DSP; long-term product strategy (CTV, UID2, Kokai) . |
| AdECN | Founder; COO | 2004–2009 | Built first online ad exchange; sold to Microsoft in 2007 . |
| Microsoft | Oversaw AdECN exchange, reseller/channel partner business | 2007–2009 | Scaled exchange operations post-acquisition . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IAB (Networks & Exchanges QAG Committee) | Committee member; led working groups | 2011–2012 | Set rules and best practices for inventory/data transactions . |
Fixed Compensation
- Base salary: $1,200,000 for 2024; eligible for annual review under 2017 employment agreement .
- Perquisites: Company paid $336,163 in 2024 for security services under its Global Security & Resilience Program; personal aircraft usage is permitted but fully reimbursed by Green ($911,000 reimbursed in 2024) .
- Clawback: SEC- and Nasdaq-compliant policy adopted Oct 2, 2023; applies to incentive compensation tied to financial reporting measures for 3 prior fiscal years .
- Insider trading/hedging/pledging: Hedging and pledging of company stock prohibited for directors, officers and employees .
Multi-Year CEO Compensation (Summary Compensation Table)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $990,000 | $1,000,000 | $1,200,000 |
| Stock Awards | — | $13,096,634 | — |
| Option Awards | — | $13,097,280 | — |
| Non-Equity Incentive Comp (Annual Bonus) | $1,885,455 | $4,777,916 | $5,195,318 |
| All Other Compensation | $2,564,581 | $34,631 | $360,981 |
| Total | $5,440,036 | $32,006,461 | $6,756,299 |
2022 and 2023 “All Other” include tax equalization and gross-up items tied to an international assignment ($2,214,378 and $329,614 in 2022; $6,541 and $3,950 in 2023) .
Performance Compensation
2024 Annual Cash Incentive Plan (Quarterly payouts; single metric)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Revenue | 100% | $2,335M (company target) | $2,445M (actual) | $5,195,318 (CEO; formulaic) |
- Design: CEO target bonus 200% of salary with bonus factor escalating by revenue brackets; payouts made quarterly, with any overperformance reconciled in Q4 .
2021 CEO Performance Option (PSO) – Long-Term, Market-Based
| Tranche | Stock Price Hurdle | Eligible Options at <50th TSR | Target Options | Eligible Options at >75th TSR |
|---|---|---|---|---|
| 1 | $90 | 1.6M | 2.0M | 2.4M |
| 2 | $115 | 1.6M | 2.0M | 2.4M |
| 3 | $145 | 1.6M | 2.0M | 2.4M |
| 4 | $185 | 1.6M | 2.0M | 2.4M |
| 5 | $225 | 1.6M | 2.0M | 2.4M |
| 6 | $260 | 1.6M | 2.0M | 2.4M |
| 7 | $300 | 1.6M | 2.0M | 2.4M |
| 8 | $340 | 1.6M | 2.0M | 2.4M |
- Grant/exercise: 10-year option; exercise price $68.29 (grant date Oct 6, 2021) .
- Relative TSR modifier: +/-20% vs Nasdaq-100 percentile; linear interpolation between 50th and 75th .
- Vesting to date: 2 tranches vested (2.4M shares each) in 2021 and on Nov 8, 2024 (reflecting >75th percentile), totaling 4.8M options vested .
- Holding period: 1-year mandatory hold on shares acquired upon exercise, except for tax-withholding or specified transfers .
- Termination/CIC: Qualifying Termination permits 9-month post-termination measurement window; CIC vests based on per-share consideration with linear interpolation; unvested balance forfeited at CIC .
Equity Vesting/Exercises in 2024 (Realized)
| Item | Shares | Value Realized |
|---|---|---|
| Options exercised | 1,607,147 | $81,496,741 (difference between market and strike at exercise) |
| Stock awards vested | 80,193 | $7,356,148 |
Equity Ownership & Alignment
| Ownership (as of June 30, 2025) | Amount | Notes |
|---|---|---|
| Class A beneficial ownership | 4,754,752 | 1.1% of Class A . Includes 3,711,601 options exercisable within 60 days . |
| Class B beneficial ownership | 42,239,186 | 97.6% of Class B . Class B has 10 votes/share . |
| Total voting power | 48.4% | Combined classes voting as a single class . |
| Hedging/pledging | Prohibited | Policy bars hedging/pledging by directors and officers . |
| Ownership guidelines | CEO 6x base salary | Company states covered individuals are either compliant or within the attainment period . |
Employment Terms
- Employment agreement (2017; amended 2021 for PSO definitions):
- Non-CIC separation (without cause / good reason): 1.5x (salary + target bonus), pro-rated actual bonus through termination, 18 months acceleration of time-based equity, up to 18 months COBRA cash (monthly) .
- CIC separation (within 3 months pre- or 24 months post-CIC): 3.0x (salary + target bonus) lump sum, pro-rated bonus at target, full acceleration of time-based equity, 36 months COBRA cash (lump sum) .
- Restrictive covenants: 1-year non-compete and non-solicit post-employment .
- 280G: Best-net cutback (no gross-up) .
Estimated Payouts (as of Dec 31, 2024 scenario; excludes PSO)
| Scenario | Cash Severance | Equity Acceleration | Benefits | Total |
|---|---|---|---|---|
| Without cause / good reason (No CIC) | $5,400,000 | $17,410,337 | $165,662 | $22,975,999 |
| Without cause / good reason (CIC) | $10,800,000 | $27,702,890 | $192,862 | $38,695,752 |
PSO treatment depends on stock price at CIC or within post-termination window; e.g., on Dec 31, 2024, a CIC or death/disability would have yielded $54.43M from an “Incrementally Achieved Goal” tranche; Qualifying Termination (other than death/disability) on that date would not have added PSO value absent further price achievement .
Board Governance and Director Service
- Roles: Green serves as Chairman and CEO; board has a Lead Independent Director (Lise J. Buyer) who presides over independent sessions and can call special meetings of independent directors; all committees are independent .
- Independence: Board determined all directors except Green (CEO) and Jacobson (CSO) are independent under Nasdaq .
- Attendance: Board met 13 times in 2024; each director attended ≥75% of meetings .
- Dual-Class Governance: Board (via a special independent committee) proposed and unanimously recommended extending the Class B sunset to Dec 22, 2035, tying final conversion to the earliest of that date, Green’s separation from specified roles, or 66 2/3% Class B holder notice; stockholders to vote at a 2025 special meeting .
- Say-on-Pay: Frequency moved from triennial to annual starting with 2026 AGM as part of governance enhancements tied to the dual-class extension .
- Director compensation and committee fees are set by policy; not applicable to employee-directors (Green receives no additional director pay) .
Performance & Track Record
Company Financials (Annual)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $1,577,795,000 | $1,946,120,000 | $2,444,831,000 |
| EBITDA (USD) | $161,079,000* | $266,898,000* | $498,657,000* |
*Values retrieved from S&P Global.
- Business highlights (2024): $2.44B revenue (+26% y/y), $393M net income (+120% y/y), Adjusted EBITDA $1.01B (+31% y/y); gross spend >$12B; retention >95% .
- Strategic initiatives: UID2 identity framework; OpenPath and OpenSincera supply chain initiatives; Kokai AI platform; announced Ventura streaming TV OS; international expansion .
- Litigation context: 2025 federal securities class actions and related derivative suits in early stages; management believes claims meritless . 2021 CEO PSO derivative suit dismissed with prejudice at Chancery Court (appeal pending) .
Compensation Peer Group and Committee
- Peer group (2024): 24 high-growth software/internet/ad-tech companies (e.g., ServiceNow, Palo Alto Networks, CrowdStrike, Shopify, Roku, Snowflake, Zscaler, etc.) .
- Philosophy and positioning: For executive officers (ex-CEO), equity awards sized to target total direct compensation at ~75th percentile, factoring results and internal equity .
- Consultant: Compensia engaged as independent advisor; no conflicts .
- Committee: Independent members (Chair: Kathryn E. Falberg; members: Gokul Rajaram, David B. Wells in 2024) .
Say-on-Pay & Shareholder Feedback
- 2022 say‑on‑pay vote received majority support; the company did not make fundamental changes to the program as a result .
- Committed to annual say‑on‑pay starting 2026 AGM per the special committee’s governance package .
Investment Implications
- Alignment and upside leverage: The 2021 CEO PSO is fully performance-based with eight stringent stock-price hurdles and a relative TSR modifier; two tranches have vested (4.8M options), and remaining tranches preserve strong equity-linked incentives. A 1-year holding period on shares acquired upon exercise dampens near-term selling pressure signals .
- Retention and CIC risk: Non-CIC severance (1.5x salary+target, partial vesting) is moderate; CIC severance (3.0x salary+target with full time-based acceleration) is larger but uses best-net cutback (no gross-up). PSO vesting at CIC depends on deal value, limiting windfall risk tied to a change in control .
- Governance trade-offs: Founder’s 48.4% voting power and extended dual-class structure concentrate control and continuity; mitigants include a lead independent director, independent committees, and a shift to annual say‑on‑pay. Investors should weigh strategic execution benefits against minority rights considerations .
- Execution track record: Strong multi‑year revenue and profitability expansion with industry share gains (CTV, retail media, identity). TSR substantially outperformed peers 2020–2024, supporting pay-for-performance credibility before triennial to annual say‑on‑pay transition .
- Trading signals: 2024 realized value from option exercises ($81.5M) reflects monetization during vesting windows; given the PSO’s holding requirements and prohibition on pledging/hedging, ongoing insider selling pressure may be tempered by policy and structure, but should remain on 10b5‑1/Form 4 watchlists .
Notes: All monetary amounts USD unless noted.
Citations:
Executive background and roles . Compensation program and outcomes . Ownership and voting power . Board structure, independence, attendance . Dual-class extension proposal . Say-on-pay frequency and history . Strategic achievements . Litigation updates . Financial highlights . TSR/pay vs performance .
Financials (S&P Global): EBITDA values and any values marked with an asterisk were retrieved from S&P Global.